These things that she felt
by WinifredBrennan
Summary: For better or worse. There are feelings that Illyria cannot explain. Illyria/Wesley fic. Set during Season 5. Hints at Fresley.
1. Feelings

**Title: These things that she felt **

**Universe: Angel, Season 5 AU.**

**Pairing: Wesley/Illyria, hints at Fresley. **

"Wes?" Fred peers around the doorframe of Wesley's darkened office. There is no response. "Wesley?" She steps inside and shuts the door behind her silently. There is a half-emptied bottle of amber liquor on the desk, an empty glass sits next to it. She crosses the room until all that's between them is the desktop. She notices the vacant expression in his eyes, and his well past worn look, with a five o'clock shadow hinting more towards six. He doesn't move or look at her; his gaze is fixated on the liquor bottle.

"Wes? Are you like, mad at me or somethin'? Fred drawls sweetly to her despondent lover.

"Stop." Anger bubbles beneath the surface. Wesley grips the empty glass in his hand, glancing up at Fred.

"I love you, you love me. What's the matter?" Fred smiles sweetly.

"Don't." Wesley insists, his gaze boring into hers. "I could never love you." He adds in disgust.

"Oh, lord. We both know that ain't true." Fred giggles, a bounce in her step.

Suddenly, Wesley whips the glass at the wall. It shatters and the sound echoes harshly. "Stop it this instant!"

Fred tilts her head sharply, a low voice emanating from her lips. "I wish to explore the Burkle persona further. This shell, it feels things around you. Emotions that for my people are long gone."

Wesley steps right up into Illyria's face. "Be blue, be anything. But don't be her."

"As you wish." Illyria tilts her head back and resumes her usual form. She eyes Wesley curiously, surprised by the hum of emotions and feelings that still emanate within her. "There are more memories, from when her brain collapsed. This form, it remembers so well a yearning for your touch. If only I could explain..."

She places her forefingers near her jaw, a blue surge of electrical energy connecting them. "Is this clear enough for you?" Fred's sweet drawl emanates from Illyria's lips; her mind is suddenly full of she and her guide kissing. Back when the true owner of the shell still filled her form.

Wesley scoffs, laughing cynically. "You have feelings for me." His gaze connects with Illyria's quizzical stare. "Love. You're feeling love, Illyria."

"What does one do with this 'love''? She asks feeling compelled to step toe-to-toe with her guide.

Wesley, still disgusted with this notion, answers in distaste. "There are human actions which you would find foreign and beneath you." He turns to grab another drink, but a strong hand grabs him, holding him in his place.

"Teach me." She instructs, curious to see if he will obey.

Shocked by this strange turn of events, Wesley spins to find his lips meeting Illyria's. He finds her lips surprisingly soft and pliable. And soon their tongues begin to collide, mouths' meshing with one another. His hands grip at her thin waist and he lets out an utterance of pleasure.

She pulls back first. "This form. It remembers... It had fantasized a certain event..." She watches Wesley's eyes rake over her human shell and feels a thrill that she has never before experienced.

Wesley's voice comes out low and rough. "Illyria, it's called intimacy."

She nods slowly, on some basic level the shell has knowledge of this. "Wesley." her lips wraps lovingly around the familiar name.

"Yes..." He breathes, more statement then question as he finds himself pulling her into his arms and her armor fading away, leaving smooth soft skin it its place. She shows no modesty and knows no fear. His lips hungrily devour hers and his hands roam and explore, pleasing the god-king in ways she had never known pleasure before. Pleasure had been in the fight. It had been in the battle. It had been in conquering her enemies. She found urges that needed to be met, wrapping her legs around Wesley and moving to pin him against the wall. His hands tangle in her sapphire streaked hair.

"Goddess..." He breathes as they creep closer to becoming one.

"My Wesley." She replies, awed by the circumstances, which motivate this utterance. There are buttons on his shirt, which are soon undone by her ungloved fingers, and his chest is bared to her. The god-king finds herself overcome with human emotions and rakes her blue-tinted fingers over her guide's chest. His breathing has become labored and yet she does not know why.

"There is more you desire?" Her head tilts sharply to the side, her hands still trailing over the plains of his chest.

"Yes..." He nods and forces his lips to hers.

"You did not wish this to occur before..." Illyria states knowingly.

Wesley's hands grip the god-king's bare waist and travel up towards areas left unexplored. "My common sense seems to have escaped the room."

Illyria watches him curiously. "You would fill this need with me?"

"As good as time as any." His voice is low and rough, lips working on Illyria's neck.

Illyria knows she will be taught the deepest of human intimacies. The fantasies that the shell held for her rugged guide. Handsome for a human. She notes. There is an innate connection between her assumed form and Wesley.

Their lips meet, and the warrior goddess will let go of any pride she held, to become one with a human. To become one with her guide in this world. To unite with Wesley.

**A/N: Disturbing? Out of character completely? Or something along the lines of 'the best laid plans'? Hm... may be the title of my next chapter. R&Rs are lovely.**


	2. Best Laid Plans

**Chapter: 2- Best Laid Plans**

**Universe: Angel, Season 5 AU.**

**Pairing: Wesley/Illyria, hints at Fresley. **

**AN: A comment on the title. I was initially planning for the tone of this chapter to be quite different. Needless to say… the best laid plans, eh? **

Illyria lay on an outcropping of rock, sunning her blue-tinged skin. She wore clothes more suiting of the shell's former owner- a skirt and short-sleeved shirt. Wesley glances down at her for a moment, before looking back out toward their surroundings. It's barren desert landscape, with small shrubs here or there and a spattering of desert trees.

"You are on edge." Illyria comments.

"Ahem, yes, well, there's no telling if Angel will send someone after us. Or if he will in fact come after us himself." Wesley explains.

"He holds no interest in us. Nor what you are doing." Illyria says bluntly.

"No, I suppose you're right." Wesley sighs, and only now realizes how very weary he is from their travels. He sits on the outcropping of rock, next to the out-stretched Illyria. Wesley steals a glance at his companion. She lies with her hands behind her head, eyes closed, her whole body bathed in sunlight. She seemed completely relaxed. _How strange_, he noted; the fallen god-king so relaxed in his presence. Ever since their moment of passion things had seemed easier between them. They were connected now, in more ways than Illyria simply reminding him of...

Wesley couldn't even think her name without it bringing him pain.

Illyria sat up suddenly, head tilting sharply to the side, her blue eyes locked onto Wesley's, and he knew she sensed his pain.

"You're grieving." She states, a blue-tinged hand coming up to rest gently on his back.

Wesley struggles to speak. "Yes, I was... thinking."

"Of Fred." Illyria confirms.

Wesley's face contorts in pain, his eyes fill with grief. "... yes..."

"Would you like me to assume her form?"

Wesley was shocked that she would ask his permission; it was startling.

"No." He shook his head. "It wouldn't help."

"You humans. You cause yourselves so much pain over love and loss. I don't understand." Illyria scoffs, as she so often does at human emotions.

"Don't you?" Wesley asks, hints of anger in his tone. "You've felt love, Illyria. And loss. You've forgotten how the loss of your kingdom felt to you? The loss of your full power? And love? Whether the true emotion was... hers... or not..." Wesley trails off, stopped by the inexplicable feelings of pain and confusion tearing through him.

"I will never forget the loss of my kingdom." Illyria stands and strides away.

Wesley groans and holds his head in his hands. He cannot understand her, and it is infuriating. He shouldn't care either way, and the fact that he does is infuriating as well. He shakes his head, determined to coax Illyria back so they can be on their way. They have somewhere to be.

He stands and almost falls right back down. There she is. Standing there. A vision. A mirage in the barren wasteland. Fred.

"Wes." She smiles as she steps towards him. She places her soft hand on his cheek and traces his jaw line. He stares directly into her beautiful brown eyes. "You don't have to hurt anymore." She strokes his cheek softly. "You're allowed to let yourself be happy again." He shakes his head, lips incapable of forming words. "I'm giving you permission to feel happy again." He's so close to believing the lie as she pulls him forward, as the sincerity of her statement resonates through ever fiber of his being. She pulls him into a kiss, and as they stand in the scorching desert sun blue streaks ripple through Fred's chestnut hair, her eyes tinged blue, her eyes like ice, and the lie is shattered.

"...Wesley..." Illyria intones, never releasing her grasp on him.

He lets out a strangled sob and staggers forward, lost in a wave of his own misery.

**Reviews are pretty : ) and appreciated. Ch.3 up soon. "Elements****"- Oh, and I promise their destination will be revealed soon...**


	3. The lie

**Chapter: 3**

**Universe: Angel, Season 5. **

**Pairing: Wes/Illyria**

**WARNING: This chapter rated M for sexual implications, well, more like sexual deeds. **

Wesley pulled his motorbike into an empty spot. Illyria took a bag, filled to the brim, off the bike.

"Here is home for tonight?" She questioned.

"Just a place to sleep. Get my money clip." Wesley gestured to the bag. Illyria handed it to him and they walked over to the office.

"One room." Wesley tossed some bills down on the counter.

The bored-looking woman handed him a key. "Room 12."

He nodded and turned down the row of motel rooms. Illyria followed; he unlocked the door and flicked on the lights.

Illyria made a face of disgust. "This environment is worse than my pet's last apartment."

Wesley took the bag from her and dug out a flask. "It's a motel, what do you expect?" He took a swig, while Illyria stared at him quizzically. "Well, I suppose you don't expect anything." He shrugged and took another swig.

"You should not be drinking that poison." Illyria said knowingly. "You must drive us to our destination."

"Not for," Wesley glanced at his watch. "Ten hours. I think I'll be alright." With complete disregard, he took another long pull from the flask before placing it back in the bag.

Illyria felt anger bubbling up inside her at his insolence, along with an intense feeling of attraction, quickly followed by disgust for such base human emotions. She shifted form, to resume the look of the shell's previous owner, wearing a pretty crimson evening gown from a night Wesley remembered all too well. She was pleased as her saunter made his eyes fill with a fiery desire.

"Y'know, there's better things to do then drink your sorrows away, Wes." She placed a finger lightly to his lips and trailed it across his jawline.

"That was an awful night for me, you know. She chose Gunn that night. Him over me." Wesley shook his head, slightly horrified slightly amused as he often was when she took this form.

"The memory is gone. You do not give off sorrow, only lust." Fred's lips exuded Illyria's voice.

"Yes, well," Wesley licked his lips. "To relive that night, where I get the girl. That's damn near perfect."

"Enough talk." Illyria pressed her lips to Wesley's in a demanding kiss. He chuckled, "You can't get enough."

"Never." Fred smiled sweetly. Their lips met in a sweet kiss that deepened; she bit into his lip and swirled her tongue inside his mouth. His hands gripped her waist. He hitched the dress up slowly, a hand between her thighs. She moved her hips impatiently. "There is more I desire."

"You're breaking character." Wesley says roughly, teeth grazing her ear.

"Whoops," Illyria drawls, still appearing as Fred. "Sorry Wes." She moans as his fingers slip inside her, the dress gathered above her lips.

"You're so beautiful." He tells her, hungrily devouring her lips.

"You say that every time." She says between kisses. The breath hitches in her throat, making small sounds of pleasure, Wesley's arousal pressing against her bared slender leg. Free of his skilled fingers, and teetering the line of Fred and Illyria, she pushes him to the bed, tugging at his belt.

"All I wanted that night was a kiss," Wesley laughs cynically as Illyria makes quick work of removing his pants and shirt. "A kiss from those perfect lips."

"And a kiss you'll get." Fred said, placing her lips on his and feeding off the desire between them both, she lowered her voice, in Fred's version of sexy, and drawled, "and much more."

"Just like her. He shook his head. You look just like her, you smell just like her, you speak just like her." He was delirious from the lie and the things it did to his tortured mind, yet every time, he chose to believe the lie.

"Silly, I am her. I'm your Fred." She giggled, trailing nails lightly down his bare chest and wrapping the other around his arousal.

"No," He managed, before moaning in pleasure. "You're not. But it's nice to believe."

Fred's eyes flashed ice-blue for a moment. "Believe whatever you like." Illyria's voice escaped Fred's lips. She rolled over, allowing him the place on top.

Wesley groaned as he pushed inside the woman underneath him, dress still pushed up above her hips. They danced in a heated race, keeping pace with the moans and gasps that escaped each other's lips.

This shell knew him well, from residual wants and desires, from fantasies; the danced slowed, and the lovers' breath was ragged, uneven; the dress shimmered away to blue tinted skin and Illyria felt too tired for anger, or hurt, she clung to Wesley chest, claiming him. Needing him at that moment, as much as he needed her.

**RR**


	4. Hero

**Chapter: 4**

**Universe: Angel, Season 5. **

**Pairing: Wes/Illyria Wes/Fred **

Illyria stirred and sat up in bed, fabricating an outfitting more fitting of Fred than herself. She hadn't slept of course, she didn't sleep, but she had watched Wesley sleep, and it seemed almost peaceful. He was almost quiet all night except for when he muttered her name under his breath, "Fred... Fred..." Always, he muttered the shell's name. Never hers, though she gave herself over to him with increasing frequency it was never her name that slipped from his lips during slumber.

The sun was up, that was enough of a cue for Illyria. She stood and yanked the blinds open, hoping it would wake Wesley.She began gathering his things to pack, and set out a clean outfit for him to put on when he woke.

"Awake." Illyria commanded, pulling the sheet off of Wesley.

Wesley grumbled and rubbed the sleep out of his eyes. "You'd think by now that you would find a less jarring way to get me up." Wesley rolled out of bed and grabbed his clothes. "Thanks." He nodded, acknowledging the fact that she had gotten everything ready for him.

"You are much too slow when the sun rises." She said by way of explanation.

He chuckled. "You're not wrong." He grabbed the bag she had packed up, and slipped on his shoes.

Illyria held the door open for him and handed him the keys to his motorcycle.

"We make the last leg of our journey today." She stated, climbing on the bike behind him and accepting the pink helmet.

"Yes." He agreed, and hooked up the bag to the side of the bike before roaring off down the expanse of highway and desert.

**Green **grass came into view; sunshine gleamed through the leaves of towering trees. Quaint little houses all lined in a row crowed each side of the street. Past the homes of welcoming southern folk, down the main street, all the way to the outskirts of the tiny town. The motorcycle rumbled to a stop next to a sign that read, _Restfield Cemetery. _

Wesley removed his helmet and reached for something in his pocket, He handed it to Illyria, who dropped her helmet onto the street.

"This is where she lived?" Illyria observed her surroundings carefully.

Wesley nodded. "Her childhood was spent here." He walked through the entryway; Illyria followed.

"Texas." She said the world as if it was distastefully strange.

"Yes." Wesley replied, walking farther back into the cemetery.

"And it is here she now rests?" Illyria questioned, watching Wesley kneel onto the grass before a rounded knee-high stone.

"Her memory, yes. Not her physical body..." Wesley trailed off. He placed the small stuffed rabbit down in front of the tombstone, pausing as he remembered the frantic look in her eyes when she had asked for him,

_"Feigenbaum. I-I have to have Feigenbaum here. He's The Master of... I have to have Feigenbaum here."_

_"Who is Feigenbaum?"_

_"I...I don't remember."_

Tears trickled down his cheeks from the memory. Her brain had already been collapsing, synapses randomly firing, memories fading. She had sobbed and he had held her in his arms, hushing her torrent of tears.

"This child's toy, it holds significance. Feigenbaum." Illyria intones knowingly, remembering the incident detachedly.

"Yes..." Wesley turns to take the book from Illyria's blue-tinted hands. He flips it open to a page and begins reading, "She was such a little girl that one did not expect to see such a look on her small face."

Illyria listened to the familiar words, connecting them to memories of the shell that had been hardwired into her system.

Wesley held on to his faltering composure and continued. "It would have been an old look for a child of twelve, and Sara Crewe was only seven..."

Illyria studied her blue-tinted hands, the length of her arms, and the blue and brown tips of her hair.

"The fact was, however, that she was always dreaming and thinking odd things and could not herself remember any time when she had not been thinking things about grown-up people and the world they belonged to."

"Wesley?" Illyria interrupted. "Where is my place?"

Wesley spun to look at her suddenly, resting the book on his lap. "Here. With me." He replied simply.

"Why?" Illyria persisted. "Because I look like her?"

Wesley faltered, thrown off guard by the turn this had taken. "Perhaps at first, but now..." Wesley paused.

"Now this is my place. Because I have no where else to go." Illyria offered. "Because your world and my world are both gone?"

Wesley nodded and stood.

"She felt as if she had lived a long, long time..."

He shut the book and placed it next to the stuffed rabbit, resting against the tombstone. He turned and strode away from the place where his lover's memory would rest.

Illyria gave a glance to the tombstone, before turning away, with a heaviness in her heart that she did not yet understand. The words on the stone were simple, yet they resounded with the goddess whose capacity for human emotion had longed since ceased-

_In Loving Memory of _Winifred Burkle, _Hero. _

As she strode from the cemetery, a single tear escaped her ice-blue eyes.

**A/N: The End. I always knew this is how I wanted to end the piece. I hope you enjoyed it. I had a hard time coming up with the inscription for the tombstone, but in the end I decided simple was best. **

**FRED: My boys. I walk with heroes. Think about that. **

**WESLEY: You are one. **

**Fin. **


End file.
